AGENDAWORX SAAS TERMS OF SERVICE AND USAGE POLICY

 

Effective Date: 1 July 2025

Last Updated: 1 July 2025

 

 1. DEFINITIONS AND INTERPRETATION

 

1.1 Definitions

 

In these Terms of Service ("Agreement"), unless the context requires otherwise:

 

-        "AI Services" means artificial intelligence tools, agents, large language models (LLMs), and related technologies integrated into or accessible through the Platform;

-        "AgendaWorx" or "Platform" means the Software as a Service (SaaS) board management platform created and operated by inSite Connect;

-        "Authorised Users" means individuals designated by Customer to access and use the Platform;

-        "Corporate Client" means any organisation that subscribes to the Platform services and provides access to End Users or Sub-clients;

-        "Customer" means the organisation, entity, or individual subscribing to the Platform services;

-        "Customer Data" means all data, content, documents, and information uploaded, stored, or processed through the Platform by or on behalf of Customer;

-        "End Users" means individuals who access the Platform through Corporate Clients or Sub-clients;

-        "Force Majeure Event" means any event beyond the reasonable control of inSite Connect including but not limited to acts of God, natural disasters, pandemics, government actions, cyber attacks, or infrastructure failures;

-        "Intellectual Property Rights" means all intellectual property rights including patents, trademarks, copyrights, trade secrets, and proprietary information;

-        "inSite Connect" means inSite Connect (Pty) Ltd, a South African company;

-        "Platform" means the AgendaWorx software platform and all related services;

-        "Service Providers" means third-party vendors, consultants, and agents who provide content, data, or services to the Platform;

-        "Sub-clients" means organisations or entities to whom Corporate Clients provide access to the Platform;

-        "Subscription Period" means the term for which Customer has subscribed to use the Platform;

-        "User Content" means all content uploaded, created, or generated by Authorised Users.

 

 2. ACCEPTANCE AND BINDING AGREEMENT

 

2.1 By accessing, using, or subscribing to AgendaWorx, Customer acknowledges that it has read, understood, and agrees to be bound by this Agreement and all referenced policies. 

2.2 This Agreement constitutes a legally binding contract between Customer and inSite Connect. If Customer does not agree to these terms, it must immediately cease all use of the Platform. 

2.3 Customer represents and warrants that it has the legal authority to enter into this Agreement and bind the organization it represents.

 

 3. PLATFORM SERVICES AND FUNCTIONALITY

 

3.1 Service Description

 

AgendaWorx provides a secure, cloud-based board management platform that enables organisations to:

1. -        Manage board meetings and governance functions
2. -        Store, access, and collaborate on documents
3. -        Conduct electronic voting and approvals
4. -        Utilise AI-powered assistance for general queries, calculations, transcriptions, document analysis and drafting and more
5. -        Facilitate secure communications between board members and service providers

 

3.2 AI Services Disclaimer

 

Customer acknowledges that:

 

1. -        AI Services are provided on an experimental basis and may produce inaccurate, incomplete, or inappropriate responses
2. -        AI-generated content must be independently verified by all users and customers as well as validated before use
3. -        inSite Connect makes no warranties regarding the accuracy, reliability, or suitability of AI-generated content
4. -        Use of AI Services is entirely at Customer's own risk

 

3.3 Service Availability

 

1. -        Services are provided on a "best efforts" basis with target uptime of 99.5%
2. -        Scheduled maintenance windows may result in temporary service unavailability
3. -        inSite Connect reserves the right to modify or discontinue features with reasonable notice

 

3.4 Corporate Client Services

 

For Corporate Clients deploying AgendaWorx to Sub-clients:

 

1. -        Corporate Clients may configure access and permissions for Sub-clients and End Users
2. -        Sub-clients inherit the security and compliance features of the Platform
3. -        Corporate Clients maintain administrative control over Sub-client accounts
4. -        All users must comply with the same terms and conditions regardless of access level

 

 4. USER OBLIGATIONS AND PROHIBITED CONDUCT

 

4.1 Authorised use only

 

Customer must:

 

1. -        Ensure only Authorised Users access the Platform
2. -        Maintain confidentiality of login credentials
3. -        Promptly notify inSite Connect of any unauthorised access
4. -        Use the Platform solely for legitimate business purposes

 

4.2 Prohibited Activities

 

Customer and Authorised Users must not:

 

1. -        Upload illegal, defamatory, obscene, or infringing content
2. -        Attempt to reverse engineer, hack, or compromise Platform security
3. -        Use the Platform to violate any laws or regulations
4. -        Share access credentials with unauthorised parties
5. -        Interfere with other users' access to the Platform
6. -        Use automated tools to extract or scrape Platform data
7. -        Upload viruses, malware, or other harmful code

 

4.3 Content Standards

 

All User Content must:

 

1. -        Comply with applicable laws and regulations
2. -        Respect intellectual property rights of third parties
3. -        Be free from confidential information belonging to third parties (unless authorized)
4. -        Not contain sensitive personal data unless necessary for legitimate business purposes

 

 5. COMPREHENSIVE LIABILITY LIMITATIONS

 

5.1 Maximum Liability Cap

 

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF INSITE CONNECT, ITS AFFILIATES, DIRECTORS, EMPLOYEES, SERVICE PROVIDERS, CORPORATE CLIENTS, AND AI TECHNOLOGY PROVIDERS FOR ANY AND ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT OR THE PLATFORM SHALL NOT EXCEED THE LESSER OF:

-        THE TOTAL FEES PAID BY CUSTOMER IN THE 12 MONTHS PRECEDING THE CLAIM; OR

-        ZAR 30,000 (ONE HUNDRED THOUSAND SOUTH AFRICAN RAND)

 

5.2 Excluded Damages

 

UNDER NO CIRCUMSTANCES SHALL INSITE CONNECT, CORPORATE CLIENTS, OR ANY RELATED PARTIES BE LIABLE FOR:

1. -        Indirect, consequential, incidental, or punitive damages
2. -        Loss of profits, revenue, data, or business opportunities 
3. -        Business interruption or operational delays
4. -        Reputational damage or loss of goodwill
5. -        Third-party claims or demands
6. -        Damages arising from AI Service outputs or recommendations
7. -        Security breaches beyond inSite Connect's reasonable control

 

5.3 AI Services Liability Exclusion

 

CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT:

1. - AI Services are provided "AS IS" without any warranties
2. - inSite Connect has no liability for AI-generated content accuracy
3. - Customer bears full responsibility for validating and acting upon AI outputs
4. - Third-party AI providers (including OpenAI, Anthropic, and others) and Corporate Clients are not liable to Customer, Sub-clients, or End Users
5. - AI recommendations must not be relied upon for critical business decisions without independent verification

 

5.4 Corporate Client Protection

 

CORPORATE CLIENTS ARE EXPRESSLY PROTECTED UNDER THIS AGREEMENT AND:

1. -        Shall not be liable to Sub-clients, End Users, or third parties for Platform-related issues
2. -        Are indemnified by inSite Connect against claims arising from Platform failures or security breaches
3. -        Have no liability for AI Service outputs or recommendations provided to Sub-clients or End Users
4. -        Are protected by the same liability limitations that apply to inSite Connect
5. -        Cannot be held responsible for decisions made by Sub-clients or End Users based on Platform use

 

CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT:

1. -        AI Services are provided "AS IS" without any warranties
2. -        inSite Connect has no liability for AI-generated content accuracy
3. -        Customer bears full responsibility for validating and acting upon AI outputs
4. -        Third-party AI providers (including OpenAI, Anthropic, and others) and Corporate Clients are not liable to Customer, Sub-clients, or End Users
5. -        AI recommendations must NOT be relied upon for critical business decisions without independent verification

 

 6. WARRANTIES AND DISCLAIMERS

 

6.1 Customer Warranties

 

Customer represents and warrants that:

 

1. -        It has authority to enter this Agreement
2. -        Its use of the Platform will comply with all applicable laws
3. -        It owns or has rights to all Customer Data uploaded to the Platform
4. -        It will not upload confidential third-party information without authorisation

 

6.2 Platform Disclaimers

 

EXCEPT AS EXPRESSLY STATED, THE PLATFORM IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND. INSITE CONNECT DISCLAIMS ALL WARRANTIES INCLUDING:

 

1. -        Merchantability and fitness for a particular purpose
2. -        Non-infringement of third-party rights
3. -        Uninterrupted or error-free operation
4. -        Data accuracy or completeness
5. -        Security against all possible threats

 

6.3 Third-Party Content Disclaimer

 

inSite Connect is not responsible for:

1. -        Content uploaded by Service Providers or third parties
2. -        Accuracy of third-party data or information
3. -        Third-party service availability or performance
4. -        Integration issues with third-party systems

 

 

 7. INDEMNIFICATION

 

7.1 Customer Indemnification

 

Customer agrees to defend, indemnify, and hold harmless inSite Connect, its affiliates, officers, directors, employees, agents, Service Providers, Corporate Clients, and AI technology providers from any claims, damages, losses, or expenses (direct or indirect, including reasonable attorneys' fees) arising from:

 

1. -        Customer's breach of this Agreement
2. -        Customer's violation of applicable laws or regulations
3. -        Customer Data or User Content uploaded to the Platform
4. -        Unauthorised use of the Platform by Customer or its users
5. -        Third-party claims related to Customer's business operations
6. -        Misuse of AI Services or reliance on AI-generated content
7. -        Actions or omissions of Sub-clients or End Users
8. -        Breach of agreements between Corporate Clients and Sub-clients

 

7.2 inSite Connect Indemnification

 

inSite Connect will defend Customer against third-party claims alleging that the Platform infringes valid patents, copyrights, or trademarks, provided Customer:

1. -        Promptly notifies inSite Connect of the claim
2. -        Grants inSite Connect sole control of defense and settlement
3. -        Provides reasonable cooperation in the defense

 

This indemnification does not apply to claims arising from Customer modifications or third-party integrations.

 

7.3 Corporate Client Indemnification

 

inSite Connect agrees to defend, indemnify, and hold harmless Corporate Clients and customers  from third-party claims alleging that:

1. -        The Platform itself infringes valid intellectual property rights
2. -        Platform security failures result in data breaches (subject to Corporate Client compliance with security requirements)
3. -        AI Services provided through the Platform cause direct harm (excluding business decisions based on AI outputs)

 

This indemnification is subject to Corporate Client providing:

1. -        Prompt notice of claims
2. -        Reasonable cooperation in defence
3. -        Sole control of defence and settlement to inSite Connect

 

 8. DATA PROTECTION AND PRIVACY

 

8.1 Data Processing

 

1. -        inSite Connect processes Customer Data as a data processor under applicable privacy laws
2. -        Customer remains the data controller responsible for legal basis and compliance
3. -        Data processing is governed by the inSite Connect Privacy Policy and Data Processing Addendum

 

8.2 Data Security

 

inSite Connect implements reasonable security measures including:

1. -        Encryption of data in transit and at rest
2. -        Access controls and authentication
3. -        Regular security assessments and updates
4. -        Incident response procedures

 

8.3 Data Retention and Deletion

 

1. -        Customer Data is retained during the Subscription Period
2. -        Upon termination, data may be retained for up to 30 days for recovery purposes
3. -        Customer may request data deletion subject to legal retention requirements

 

8.4 Multi-Tier Data Relationships

 

For Corporate Clients with Sub-clients:

1. -        Corporate Clients act as data controllers for their own organisational data
2. -        Sub-clients may be data controllers for their specific content and users
3. -        inSite Connect remains data processor for all Platform-processed data
4. -        Data processing agreements cascade through the relationship chain
5. -        Each tier maintains responsibility for its own data protection compliance

 

 9. INTELLECTUAL PROPERTY RIGHTS

 

9.1 Platform Ownership

 

inSite Connect retains all rights, title, and interest in the Platform, including:

1. -        Software code and architecture
2. -        User interface designs
3. -        Proprietary algorithms and methodologies
4. -        Trademarks and branding

 

9.2 Customer Data Rights

 

Customer retains ownership of Customer Data and grants inSite Connect a limited license to:

1. -        Store, process, and transmit Customer Data for service delivery
2. -        Use anonymised, aggregated data for service improvement
3. -        Create backups and copies necessary for service operation

 

9.3 AI-Generated Content

 

1. -        Customer owns content it creates using AI Services
2. -        AI outputs may not be copyrightable or may incorporate third-party content
3. -        Customer assumes responsibility for verifying originality and rights to AI-generated content

 

 13. FORCE MAJEURE

Neither party shall be liable for delays or failures in performance resulting from Force Majeure Events. The affected party must promptly notify the other party and use reasonable efforts to mitigate the impact. If a Force Majeure Event continues for more than 60 days, either party may terminate this Agreement.

 

14 GOVERNING LAW AND DISPUTE RESOLUTION

 

14.1 Governing Law

This Agreement is governed by the laws of the Republic of South Africa, without regard to conflict of laws principles.

 

14.2 Jurisdiction

The parties submit to the exclusive jurisdiction of the South African courts for resolution of disputes, provided that inSite Connect may seek injunctive relief in any competent jurisdiction.

 

14.3 Alternative Dispute Resolution

Before initiating court proceedings, parties agree to attempt resolution through:

 

1. -        Direct negotiation between senior representatives
2. -        Mediation under the rules of the Arbitration Foundation of Southern Africa (AFSA)
3. -        Arbitration if mediation fails, conducted under AFSA rules

 

 15. CONFIDENTIALITY

 

15.1 Confidential Information

Each party acknowledges that it may have access to confidential information of the other party. Confidential information includes:

 

1. -        Technical specifications and system designs
2. -        Business strategies and financial information
3. -        Customer lists and pricing information
4. -        Any information marked as confidential

 

15.2 Confidentiality Obligations

 Each party agrees to:

 

1. -        Maintain confidentiality of the other party's confidential information
2. -        Use confidential information solely for purposes of this Agreement
3. -        Not disclose confidential information to third parties without written consent
4. -        Return or destroy confidential information upon termination

 

16. GENERAL PROVISIONS

 

16.1 Entire Agreement

 This Agreement, together with referenced policies and Order Forms, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.

 

16.2 Amendment

This Agreement may only be modified by written agreement signed by authorised representatives of both parties, or by inSite Connect posting updated terms with reasonable notice.

 

16.3 Severability

If any provision of this Agreement is found invalid or unenforceable, the remainder shall continue in full force and effect.

 

16.4 Waiver

No waiver of any provision shall be effective unless in writing. Failure to enforce any provision does not constitute a waiver of future enforcement.

 

16.5 Assignment

Customer may not assign this Agreement without inSite Connect's prior written consent. inSite Connect may assign this Agreement to affiliates or in connection with a merger or sale of assets.

 

16.6 Notices

All notices must be in writing and delivered to the addresses specified in the Order Form or by email to the designated representatives.

 

16.7 Independent Contractors

 The parties are independent contractors. This Agreement does not create a partnership, joint venture, or agency relationship.

 

16.8 Compliance with Laws

Each party shall comply with all applicable laws and regulations in performing its obligations under this Agreement.

 

 17. CUSTOMER ACKNOWLEDGMENTS

 By using AgendaWorx, Customer expressly acknowledges and agrees that: 

17.1 It has read and understood all terms of this Agreement

17.2 It accepts all risks associated with using AI Services and cloud-based platforms

17.3 It will not hold inSite Connect liable for any damages beyond the limitations set forth herein

17.4 It understands that AI technology is evolving and may produce unexpected results

17.5 It bears responsibility for validating all information and decisions based on Platform use

17.6 It has adequate insurance coverage for its business operations and technology risks

17.7 Corporate Clients acknowledge their protected status under this Agreement and understand their limited liability to Sub-clients and End Users

17.8 All parties understand that this Agreement creates a comprehensive liability protection framework for the entire AgendaWorx ecosystem

 

 18. CONTACT INFORMATION

 inSite Connect (Pty) Ltd 

For support inquiries: support@agendaworx.com 

For privacy matters: privacy@insiteconnect.co.za 

 

BY CLICKING "AGREE," REGISTERING FOR AN ACCOUNT, OR USING THE AGENDAWORX PLATFORM, CUSTOMER ACKNOWLEDGES THAT IT HAS READ, UNDERSTOOD, AND AGREES TO BE BOUND BY THIS AGREEMENT.

  

This document was prepared to provide comprehensive legal protection for inSite Connect, AgendaWorx, Service Providers, AI technology providers, and all related parties. It should be reviewed by qualified legal counsel before you agree.